4//SEC Filing
Laschinger Mary A 4
Accession 0001193125-25-316410
CIK 0000055067other
Filed
Dec 10, 7:00 PM ET
Accepted
Dec 11, 6:40 PM ET
Size
8.4 KB
Accession
0001193125-25-316410
Insider Transaction Report
Form 4
Laschinger Mary A
Director
Transactions
- Disposition to Issuer
Common
2025-12-11$83.50/sh−40,423.693$3,375,378→ 0 total(indirect: By Trust) - Disposition to Issuer
Phantom Stock Units
2025-12-11$83.50/sh−21,110.784$1,762,750→ 0 total→ Common (21,110.784 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of August 13, 2024, by and among the Issuer, Acquiror 10VB8, LLC ("Acquiror"), Merger Sub 10VB8, LLC ("Merger Sub"), and solely for the limited purposes set forth therein, Mars, Incorporated, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Acquiror (the "Merger"). At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $0.25 per share ("Common Stock"), that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $83.50 per share in cash, without interest and subject to any applicable withholding taxes (the "Merger Consideration").
- [F2]Includes shares acquired under the Company's Dividend Reinvestment Plan in 2025.
- [F3]At the Effective Time, each deferred stock unit (a "DSU") that was outstanding immediately prior to the Effective Time, by virtue of the Merger, ceased to be outstanding and was converted into the right of the Reporting Person to receive, at the time specified in the Kellanova Deferred Compensation Plan for Non-Employee Directors and in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, an amount in cash, without interest, equal to the sum of the product of such number of shares of Common Stock underlying the DSU and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such DSU, subject to tax withholding.
Documents
Issuer
KELLANOVA
CIK 0000055067
Entity typeother
Related Parties
1- filerCIK 0001341789
Filing Metadata
- Form type
- 4
- Filed
- Dec 10, 7:00 PM ET
- Accepted
- Dec 11, 6:40 PM ET
- Size
- 8.4 KB